<PAGE>

                                                                   Exhibit 10.42

                              COLE MANAGED VISION

                                February 6, 2004

Mr. William A. Schwartz
Chief Executive Officer
U.S. Vision, Inc.
One Harmon Drive
Glendora, New Jersey 08029

     Re: Fourth Amendment to Vision Care Agreement

Dear Bill:

     The parties entered into the Participating Provider Agreement dated as of
June 1, 1997 as amended on April 9, 1998, October 30, 2002 and December 19, 2003
by and between U.S. Vision, Inc., a Delaware corporation ("USV"), and Cole
Vision Corporation, a Delaware corporation ("CVC"), referred hereafter as the
"Vision Care Agreement". Capitalized terms used but not defined herein shall
have the meanings ascribed in the Vision Care Agreement. USV and CVC hereby
agree to amend the Vision Care Agreement as follows:

1.   Section 4.1 of the Vision Care Agreement is hereby deleted and replaced in
     its entirety with the following:

     "The Term of this Agreement shall commence on June 1, 1997 and shall
     terminate on December 31, 2008, unless terminated earlier pursuant to the
     terms of this Agreement A contract year shall be twelve months of the term
     of the Agreement commencing on January 1 and terminating December 31 of any
     year."

2.   Section 2.6 of the Vision Care Agreement is hereby deleted and replaced in
     its entirety with the following:

     "CVC shall provide electronic means for USV to submit compliant ANSI X-1 2
     837 health care claim- professional for the submission of claims for
     Billable Plans and a format to report each Covered Vision Services
     transaction of a Non-Billable Plan to CVC or its Affiliates (collectively
     referred to as "Claim Forms"). Until such time as the electronic format is
     operational, the parties shall continue to use paper forms and web
     transactions.

3.   Section 3.12 of the Vision Care Agreement is hereby deleted and replaced in
     its entirety with the following:

     Billable Transactions

     "USV agrees that it shall submit a Claim Form consistent with Section 2.6
     of this Agreement to CVC or its Affiliates, reflecting all Covered Vision
     Services provided to a Member or such Member's eligible dependents within
     sixty (60) days of the Member's date of the service. For


                                       -1-

<PAGE>

     purposes of this Agreement, a Billable Transaction shall mean each separate
     optical product (i.e., eyeglasses, frames, lenses, etc.) provided to a
     Member or such Member's eligible dependent pursuant to a Billable Plan;
     provided, however, the purchase of a complete pair of eyeglasses or more
     than one (1) box of contact lenses shall be recorded as one (1) Billable
     Transaction. For each Billable Transaction reflected on the Claim Form, USV
     agrees that CVC shall have the right to deduct the sum of Eleven Dollars
     and fifty cents ($11.50) for Covered Vision Services provided as of
     February 1, 2004 and thereafter (the "Transaction Fee") from any sums due
     and owing USV for reimbursement under Billable Plans. In the event a Member
     purchases more than one (1) optical product at one date of service, USV
     will be subject to the payment of a single Transaction Fee. Notwithstanding
     the above, for each Transaction for the sale of contact lenses, USV agrees
     that CVC may deduct this Transaction Fee of Four Dollars ($4.00) provided
     as of February 1, 2004 and thereafter. CVC will increase the amount of each
     Transaction Fee described above by three percent (3%) per year. Such
     increase shall be effective on January 1 of each subsequent year of the
     term of this Agreement.

     Non-Billable Plan Transactions

          For purposes of this Agreement, a "Non-Billable Plan Transaction"
     shall mean any Covered Vision Services provided to a Member or such
     Member's eligible dependents pursuant to a Non-Billable Plan. USV agrees
     that it shall report any Covered Vision Services provided to a Member or
     such Member's eligible dependents of a Non-Billable Plan monthly and in
     such format as reasonably required by CVC.

     Commencing with the calendar month of February 2004, in full consideration
     for the right to participate in the Network of providers to such
     Non-Billable Plans, USV shall pay CVC a monthly amount equal to the sum of

          (x) The number of Locations that USV is operating multiplied by

          (y) Three Hundred Sixty Six Dollars and 67 Cents ($366.67)

     Such monthly payments are hereinafter referred to as the "Non-Billable
     Transaction Fee" and shall be due on the before the tenth business day of
     the each calendar month during the term hereof commencing with the month of
     February 2004. Provided, however, that the Non-Billable Transaction Fee
     shall be reduced by fifty percent (50%) for the first twelve (12) months of
     operation as to any USV location which has been opened for business for
     twelve (12) months or less; for the purposes of this provision, a new
     location that is located within one (1) mile of a location closed within
     thirty (30) days of the opening of the new location, shall not be
     considered to have been opened for less than twelve (12) months. CVC will
     increase the annual amount of the Non-Billable Transaction Fee three
     percent (3%) per year. Such increase shall be effective on January 1 of
     each subsequent year of the term of this Agreement. In addition, the
     Non-Billable Transaction Fee shall be reduced pro rata in the event that
     CVC adds more than five hundred (500) non-rural retail locations to CVC's
     Preferred or Retail Only Networks to service Non-Billable Plans in any one
     contract year, If CVC increases its Preferred or Retail Only Network by at
     least five hundred (500) non-rural retail providers in any one contract
     year, the pro rata reduction shall be effective January 1 of the subsequent
     contract year and shall be determined by multiplying the Non-Billable
     Transaction Fee by the result of the increased number of non-rural retail
     locations in the prior contract year divided by the total number of
     participating locations as of December31 of the then current contract year.

     For purposes of this Agreement, non-rural retail location" shall mean an
     individual store location of a national vision retail brand or a chain of
     five hundred (500) or more locations operated under


                                       -2-

<PAGE>

     the same name that is not located in a rural designated zip code.

     If the number of aggregate lives contracted under the total number of
     Non-Billable Plans increase or decrease by more than twenty percent (20%)
     in any one contract year, the parties shall on a prorated basis adjust the
     Non-Billable Transaction Fee. If USV's payment of any monthly Non-Billable
     Transaction Fee remains outstanding for thirty (30) days or more, CVG shall
     have the option to offset such outstanding payments against any
     reimbursement for Covered Vision Services performed under Billable Plans.

4.   Subsection 4.2(e) and Section 7.7 of the Vision Care Agreement shall be
     deleted in their entirety.

5.   Section 7.1 of the Vision Care Agreement shall be deleted in its entirety
     and replaced with the following:

     CVC, its Affiliates, Plans, or any regulatory agency shall have access upon
     reasonable notice and during reasonable business hours at Locations or at
     USV's corporate headquarters to inspect, audit, and request of copies
     records relating to the Covered Vision Services performed pursuant to the
     terms of this Agreement during the term of this Agreement and for a period
     of 6 years from the termination of this Agreement or as required by federal
     and state law. CVC shall not have the right to audit any other records
     except those relating to the Covered Vision Services provided by USV
     pursuant to the terms of this Agreement.

6    Section 7.2 of the Vision Care Agreement shall be deleted in its entirety
     and replaced with the following:

     Marketing Charges. In addition to the payment of the Transaction Fees:

          a.   In the event USV continues to operate between fifty-two (52) and
               ninety-eight (98) Sears Optical locations on the first day of
               each month during the term of this Agreement, USV shall pay, or
               cause to be paid, by bank wire transfer of immediately available
               funds to an account designated in writing by Cole, an amount in
               cash equal to Thirty-Five Thousand Dollars ($35000). In the event
               that USV is operating less than 52 Sears Optical location or more
               than 98 Sears Optical locations, USV and Cole shall agree upon a
               prorated adjusted monthly payment for such national advertising
               efforts. Such amount shall be used by Cole Vision as it considers
               appropriate for national advertising efforts for Sears Optical.

          b.   U.S. Vision shall contribute to CVC's marketing costs associated
               with certain Billable and Non-Billable Plans as follows:

               i.   twenty percent (20%) of CVC's incurred costs for marketing
                    of the AARP Vision Program~

               ii.  twenty percent (20%) of CVC's incurred costs for the
                    marketing of the American Legion Vision Plan;

               iii. contribute up to Thirty-Five Thousand Dollars for transition
                    costs incurred by CareFirst: and,

               iv.  any amounts as mutually agreed upon by the parties.

          USV agrees to make such payments that shall be due and payable upon
          USV's receipt of CVC's invoice. Any amounts not paid when due pursuant
          to this Section shall accrue interest at the per annum rate of 11.75%.
          Such marketing costs may be reduced pro rata in accordance with the
          terms of Section 3.12 of this Agreement."


                                      -3-

<PAGE>

7.   Section 7.8 of the Vision Care Agreement is modified to include the
     following:

     Notwithstanding the foregoing, USV may be a participating provider in i)
     any vision network with respect to any new host stores in which USV
     operates and as to which CVC does not consent to the inclusion of such
     locations in any CVC Network; or ii) any managed vision network to provide
     vision services and/or materials only to groups and/or plans of two
     thousand five hundred (2500) or less covered lives or members who contract
     with such networks for the provision of vision services and/or optical
     materials; and (iii) Opticare to provide vision services and/or materials
     to a plan that has contracted with Opticare and CVC chooses not to
     participate in such plan; however, CVC must be offered the right to
     participate in any plan contracted with or offered by OptiCare and refused
     to participate prior to USV having the ability to become a participating
     provider in such plan During the term of this Agreement, in all other
     circumstances, USV may seek to CVC's approval to participate in other
     vision network opportunities.

8.   Section 2.2 of the Vision Care Agreement is modified to include:

     USV locations will be included in any CVC Network, including Preferred and
     Retail Only Networks, except in the following circumstances: i) a Plan
     elects not to have USV locations as a participating providers of its Plan;
     or, ii) USV does not accept any additional terms or conditions requested by
     an individual Plan.

     CVC's call centers shall direct callers to retail locations on a random
     basis consistent with the parameters sought by the caller and without
     preference to CVC's affiliated locations.

9.   Except as modified by this letter amendment, the provisions of the Vision
     Care Agreement shall remain in full force and effect.

10.  This letter amendment may be executed in two (2) counterparts, each of
     which shall be deemed the original, but all of which together shall
     constitute one and the same agreement.

     If this letter amendment is acceptable to you, please execute both copies
of this letter in the space provided below and return one fully executed copy to
the undersigned.

Very truly yours,

COLE VISION CORPORATION


/s/ Stephen L. Holden
-------------------------------------
Stephen L. Holden
Executive Vice President

Acknowledged and agreed to this 6th
day of February, 2004


U.S. VISION, INC.


/s/ Carmen Nepa
-------------------------------------
Carmen Nepa
Executive Vice President

cc: Eric Bertrand
    Mike McPhillips


                                      -4-